Common use of Accounts Receivable Adjustment Clause in Contracts

Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Seller in existence as of the Closing (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount") as of the 90th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Purchaser has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the Purchaser shall assign any such uncollected Accounts Receivable to the Seller.

Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein Buyer shall be entitled, in its sole discretion, to the contrary, reassign and in addition transfer to Parent and/or any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount Seller any Accounts Receivable net of the net notes and applicable reserve for doubtful accounts receivable of (as such reserve is reflected on the Seller 2009 Balance Sheet) which have not been collected in existence as of the Closing full by one hundred twenty (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount"120) as of the 90th day ------------------------------ following days after the Closing Date (the "Receivables Determination Date"Uncollected Accounts Receivable”). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser and Parent and/or any such Seller shall be entitled required to receive accept any such Uncollected Accounts Receivable which have been so reassigned and transferred, pursuant to and in accordance with the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Dateterms hereof; provided, however, that if Buyer may only exercise its right to reassign and transfer such Accounts Receivable to Parent and/or any Seller between the amount then left in 120th and the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days 150th day after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor Closing Date and thereafter shall not have such right and Parent and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser Sellers shall not be required to take accept and reacquire any action out of the ordinary course of business to collect any of the Uncollected Accounts Receivable. To the extent that the Purchaser Uncollected Accounts Receivable exceed an aggregate of $25,000 (the “AR Adjustment”), and certain of the Uncollected Accounts Receivable is actually reassigned to Parent and/or any Seller pursuant to this paragraph (d), the Purchase Price, as may have been adjusted pursuant to the terms of this Agreement, shall be immediately reduced by an amount equal to the AR Adjustment, and Buyer shall be immediately entitled to payment of such AR Adjustment from the Escrow pursuant to the terms hereof and the Escrow Agreement. Notwithstanding anything to the contrary, Parent and the Sellers shall not be obligated to reacquire any Uncollected Accounts Receivable if after the Closing Date, (i) Buyer did not attempt, in good faith, with the type of efforts and with such diligence at least comparable to its general collection processes to collect such Uncollected Accounts Receivable or (ii) Buyer has written off as uncollectible or settled in any way or manner any Uncollected Accounts Receivable, except for write-offs in the Ordinary Course of Business and consistent with past practice, and no such customers have been released in whole or in part by the Buyer from paying the full value of its obligations to Buyer and Buyer has not collected agreed to do so, or no such Uncollected Account Receivable has been subordinated or assigned by the full amount of the Accounts Receivable Buyer and the Purchaser Buyer has been compensated therefor in accordance with this Section, the Purchaser shall assign any such uncollected Accounts Receivable not agreed to the Sellerdo so.

Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein to the contrary, and in addition to If any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable included within the Net Asset Value of the Seller in existence as of Business at the Closing (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables AmountCLOSING DATE RECEIVABLES") as are not collected in full on or prior to the six month anniversary of the 90th day ------------------------------ following the Closing Date (the "POST-CLOSING COLLECTION PERIOD"), then Buyer, at its option, shall have the right to transfer the uncollected balance of any one or more of such uncollected Closing Date Receivables Determination Dateback to Seller. Buyer may exercise this option by delivering written notice to Seller at any time within thirty (30) days after the expiration of the Post-Closing Collection Period, which notice shall specify in reasonable detail each of the uncollected Closing Date Receivables to be so transferred back to Seller and the individual balances thereof (such uncollected Closing Date Receivables, as so specified, are referred to herein as the "UNCOLLECTED RECEIVABLES" and the aggregate balance thereof is referred to herein as the "UNCOLLECTED RECEIVABLES BALANCE"). If there ------------------------------ is an Uncollected Receivables AmountIn such event, the Purchaser Purchase Price shall be entitled to receive reduced on a dollar-for-dollar basis by the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the full amount of the Uncollected Receivables Amount, the Balance. Seller shall pay to promptly refund the Purchaser, within two (2) Business Days after full amount of the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount Balance to Buyer by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect , and Buyer shall, thereafter, take such actions as are necessary to the Accounts Receivabletransfer all right, (i) title and interest in the absence of a bona fide dispute between an account debtor Uncollected Receivables back to Seller. The parties acknowledge and agree that, during the Purchaser regarding receivables of such account debtor accrued prior Post-Closing Collection Period, Buyer shall use commercially reasonable efforts to collect the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) Date Receivables in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of the ordinary course of business and consistent with the Buyer's collection practices with respect to collect its other customers. Buyer, in connection with the collection of any Uncollected Receivables transferred back to Seller, shall consult with, and reasonably cooperate with, Seller, as applicable, in the collection thereof, and Buyer shall provide such technical assistance and support as Seller may reasonably request in furtherance of the Accounts Receivable. To the extent that the Purchaser has not collected the full amount collection of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the Purchaser shall assign any such uncollected Accounts Receivable to the Uncollected Receivables at Seller's expense.

Accounts Receivable Adjustment. Notwithstanding anything herein ------------------------------ herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Seller Company, calculated on a consolidated basis, in existence as of the Closing (the "Accounts Receivable"), -------------------- which are uncollected ------------------- by the Purchaser Company or its Subsidiaries (the "Uncollected ----------- Receivables Amount") as of the 90th 120th day ------------------------------ following the Closing Date (the ----------------- "Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables ------------------------------ Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback Escrow Account within two (2) Business Days business days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback Escrow Account is less than the amount of the Uncollected Receivables Amount, the Seller Representative shall pay to the Purchaser, within two (2) Business Days business days after the Receivables Determination Date, the amount by which the Holdback Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser Company shall not be required to retain a collection agency, bring any suit, or take any other action out of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Purchaser Company has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the Purchaser Company shall assign any such uncollected Accounts Receivable to the SellerSellers.

Accounts Receivable Adjustment. Notwithstanding anything After Closing, ▇▇▇▇▇▇ and ------------------------------ herein to ▇▇▇▇▇▇▇▇▇▇▇ shall cause the contraryGen-X Companies, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Seller in existence as of the Closing (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount") as of the 90th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of the ordinary course of business business, to use reasonable and normal efforts to collect the gross amount of all of the Accounts Receivable reflected on the Closing Date Balance Sheet Lists (the "Gen- X Companies Receivables"). ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall cause the Gen-X Companies to apply collections from each customer or from an insurance company on behalf of a customer ("Insurance Proceeds") to the earliest open Gen-X Companies Receivable due from that customer, unless otherwise specified by the customer or unless the payment clearly applies to a specific invoice. Neither Global nor the Gen-X Companies shall have any obligation to institute legal action or otherwise take unusual steps to collect any of the Accounts ReceivableGen-X Companies Receivables. To ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall cause the extent Gen-X Companies to maintain complete and accurate records of all customer payments received by Global and customer credits issued by the Gen-X Companies from the Closing Date until 180 days after the Closing Date ("A/R Cutoff Date"), which records shall show the individual amounts of such payments and credits that were applied to the Purchaser has Gen-X Companies Receivables. Within 195 days after the Closing Date, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ shall deliver to Global copies of such records, together with a statement (the "Statement of Unpaid Receivables") as to which of (i) the Gen-X Companies Receivables (if any) were not collected by the full A/R Cutoff Date including the amount of customer credits ("Unpaid Receivables"), (ii) the Accounts Receivable Gen-X Companies Receivables that were not due within 150 days after the Closing Date as reflected on the Closing Date Balance Sheet Lists (the "Extended Receivables"), and (iii) the Insurance Proceeds were not collected by the A/R Cutoff Date ("Unpaid Insurance Proceeds"). Global shall notify the Owners of any objections to the Statement of Unpaid Receivables within 30 days after the Global receives such documents. If Global does not notify the Owners of any objections by the end of such 30-day period, then the amount of Unpaid Receivables shown on the Statement of Unpaid Receivables shall be considered final on the last day of such 30-day period. If Global does notify the Owners of any objections by the end of such 30-day period, and the Purchaser has been compensated therefor in accordance with this SectionOwners and Global are unable to resolve their differences within 15 days thereafter, then the Purchaser disputed amount of Unpaid Receivables shall assign any such uncollected Accounts Receivable be submitted to the SellerArbiter for resolution, with the costs thereof paid 50% by the Owners and 50% by Global, and the Arbiter shall be instructed to deliver a final Statement of Unpaid Receivables to the Owners and Global as soon as possible. The "A/R Adjustment" shall be equal to the amount, if any, of the (i) Unpaid Receivables, (ii) the Extended Receivables that are not paid within thirty (30) days of the latest due date of such Extended Receivables as reflected on the Closing Date Balance Sheet Lists or within three hundred sixty (360) days of the Closing Date, and (iii) the Unpaid Insurance Proceeds not paid before the earlier of 180 days after the claim for Insurance Proceeds was submitted and 360 days after the Closing Date, less the allowance, if any, for such Unpaid Receivables, provided that such allowance was properly accrued and fully reserved on the Closing Date Balance Sheets. At any time after receipt of the Statement of Unpaid Receivables, Global may assign the Unpaid Receivables to the Owners without recourse. If, after the A/R Cutoff Date, Global receives any payments on account of the Unpaid Receivables, then Global shall promptly notify the Owners and the amount of such payments shall be applied to reduce the A/R Adjustment. Notwithstanding the foregoing provisions of this Section 3.4.(b)(i), Global may elect to retain any Unpaid Receivables it wishes to retain, in which case such retained receivables shall not be included in the A/R Adjustment, and the Owners shall have no further responsibility with respect thereto.

Accounts Receivable Adjustment. Notwithstanding anything herein ------------------------------ herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the net gross notes and accounts receivable of the Seller in existence as of the Closing included in the Acquired Assets (the "Accounts Receivable"), ------------------- which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount") as ------------------------------ of the 90th 115th day ------------------------------ following the Closing Date (the "Receivables Determination ------------------------- Date"); provided, however, that the Uncollected Receivables Amount shall be ---- -------- ------- reduced by any amount accrued or reserved against the Net Asset Value for doubtful accounts. If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For The Purchaser will attempt to collect the purpose Accounts Receivable in the Ordinary Course of determining amounts collected by Business (i.e., the Purchaser with respect to will use the Accounts Receivable, (i) same level of diligence in its collection efforts after the absence of a bona fide dispute between an account debtor and Closing as the Purchaser regarding receivables of such account debtor accrued Seller used prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtorClosing). The Purchaser shall not be required to take any action out of the ordinary course Ordinary Course of business Business to collect any of the Accounts ReceivableReceivable (i.e., the Purchaser will not be required to use a level of diligence in its collection efforts after the Closing in excess of that of the Seller prior to the Closing). To the extent that the Purchaser has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this SectionSection 2.3(d), the Purchaser shall assign any such uncollected Accounts Receivable to the Seller. At the request of the Seller, the Purchaser shall promptly inform the Seller as to the collection status of all Accounts Receivables and the collection efforts employed by the Purchaser.